Delhi High Court
Delhi Select Service Hospitality ... vs .......... on 15 May, 2014
$~43
* IN THE HIGH COURT OF DELHI AT NEW DELHI
+ CO.PET. 187/2014 AND CO. APP.(M) 40/2014
IN THE MATTER OF DELHI SELECT SERVICE HOSPITALITY
PRIVATE LIMITED AND ANR.
.....Applicants
Through - Mr. Saurabh Kalia and
Sameer Chaudhary for Petitioner
Companies Mr.K.S Pradhan, Joint
Director for the Regional Director
Mr. Rajiv Behl, Advocate for the
Official Liquidator
CORAM:
HON'BLE MR. JUSTICE SANJEEV SACHDEVA
ORDER
% 15.05.2014
SANJEEV SACHDEVA, J (ORAL)
1. This Joint Second motion joint petition has been filed under
Sections 391 to 394 of the Companies Act, 1956 (hereinafter
referred to as „Act‟) by the Petitioner Companies seeking sanction
of the Scheme of Amalgamation (hereinafter referred to as
„Scheme‟) among Delhi Select Service Hospitality Private
Limited (Transferor / Petitioner Company), with Devyani Food
Street Private Limited (Transferee / Petitioner Company). A copy
of the proposed Scheme is enclosed with the petition.
2. The registered offices of the Petitioner Companies are situated
within the jurisdiction of this Court.
3. The details of the dates of incorporation of Petitioner Companies,
their authorized, issued, subscribed and paid up capital have been
set out in the petition.
4. Copies of Memorandum and Articles of Association as well as
the financial data from the latest audited annual accounts for the
year ended 31st March 2013 of the Petitioner Companies have
also been set out in the petition.
5. Learned Counsel for the Petitioner Companies submits that no
proceedings under Sections 235 to 251 of the Act are pending
against the Petitioner Companies.
6. The Petitioner Companies had earlier filed C.A. (M) No. 40 of
2014 seeking directions of this Court for dispensation of the
meetings of shareholders of the Transferor / Petitioner Company
and Transferee / Petitioner Company and for dispensation of the
meetings of Secured and Unsecured Creditors of the Transferor /
Petitioner Company and Transferee / Petitioner Company.
7. Vide Order dated 03.03.2014, this court allowed the application
and dispensed with the requirement of convening meetings of
Equity Shareholders of the Transferor / Petitioner Company and
Transferee / Petitioner Company. The Hon‟ble Court was also
pleased to dispense with the requirement of convening meetings
of Secured and Unsecured Creditors of the Transferor / Petitioner
Company and Transferee / Petitioner Company.
8. The Petitioner Companies have thereafter filed the present
petition seeking sanction of the Scheme. Vide order dated
18.03.2014, notice in the Petition was directed to be issued to the
Regional Director (RD), Northern Region (NR), Ministry of
Corporate Affairs and the Official Liquidator (OL). Citations
were also directed to be published in "Business Standard"
(English) and "Business Standard" (Hindi). An Affidavit of
service and publication has been filed by the petitioners showing
compliance regarding service of the petition on the RD; Registrar
of Companies (ROC), NCT of Delhi & Haryana and the OL and
also regarding Publication of Citations in the aforesaid
newspapers on 10.04.2014. Copies of the newspapers cuttings in
original containing the publications have been filed with the
affidavit of compliance.
9. Pursuant to notices issued, the Official Liquidator sought
information from petitioner companies based on the information
received, OL has filed his report dated 12.03.14. Wherein he has
stated that he has not received any complaint against the proposed
Scheme from any person / party interested in the Scheme in any
manner and that that the affairs of the Transferor Company do not
appear to have been conducted in a manner prejudicial to the
interest of its members, or to public interest as per the 2nd proviso
to section 394(1) of Act.
10. In response to the notices issued in the petition, RD has filed an
affidavit dated 12.05.2014. That the RD in Para 3 of the affidavit
has stated that, as per Para 7.1 of Part-II of the Scheme of
Amalgamation all the staff / employees of all the Transferor
Company shall become the employees of the Amalgamated
Company without any break or interruption in their services upon
sanctioning of the Scheme of Amalgamation by the Hon‟ble
Court. The Counsel for the Petitioner Companies has stated in
Court on instruction that the petitioner companies undertake to
abide by the aforesaid statement and the same will be followed.
11. No objection has been received to the Scheme from any other
party, the Counsel for the Petitioner Companies has stated that
neither he nor the client has received any objection pursuant to
the citations published in the newspapers.
12. In view of the approval accorded by the shareholders and
creditors of the Petitioner companies, representations / reports
filed by the RD and the OL, to the proposed scheme, there
appears to be no impediment to the grant of sanction to the
Scheme. Consequently sanction is hereby granted to the Scheme
under Section 391 and 394 of the Companies Act, 1956. The
Petitioner Companies will comply with the statutory requirements
in accordance with the law.
13. A certified copy of the order be filed with the ROC within 30
days from receipt of the same. In terms of the provisions of
Section 391 and 394 of the Companies Act, 1956 and in terms of
the Scheme, the whole or part of the undertaking, the property,
rights and powers of the Transferor Company be transferred to
and vest in the Transferee Company without any further act or
deed. Similarly, in terms of the Scheme, all the liabilities and
duties of the Transferor Company be transferred to the Transferee
Company without any further act or deed. Upon the Scheme
coming into effect, the Transferor Company shall stand dissolved
without winding up.
14. It is, however, clarified that this order will not be construed as an
order granting exemption from payment of stamp duty or taxes or
any other charges, if payable in accordance with any law; or
permission/ compliance with any other requirement which may be
specifically required under any law.
15. Learned counsel for the petitioners states that the petitioner
Companies would voluntarily deposit a sum of Rs. 75,000/- in the
Common Pool Fund of the OL within three weeks from today.
The statement is taken on record.
16. The petition is allowed in the above terms.
SANJEEV SACHDEVA J.
MAY 15, 2014
